ASSET PURCHASE AGREEMENT



      This ASSET PURCHASE AGREEMENT ("AGREEMENT") is made and entered into this

8th day of September, 2005, by and among PAID, INC., a Delaware corporation

("Buyer") and LESLIE ROTMAN ("Seller").



                                    RECITALS



      WHEREAS, Seller owns movie posters listed as Schedule A (the "Posters"); -



      WHEREAS, Buyer desires to purchase the Posters; and



      WHEREAS, Buyer and Seller have determined it to be in their respective

best interests for Seller to sell the Posters to Buyer in accordance with the

terms and conditions hereinafter set forth;



      NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, Buyer and Seller hereby agree as follows:



1.    Purchase and Sale



      1.01 Assets Purchased. Subject to the terms and conditions of this

Agreement and the limitations of Section 1.02, Seller shall sell to Buyer, free

and clear of all liens, encumbrances and claims of any nature, and Buyer shall

purchase from Seller, all right, title and interest in and to the Posters, and

all warranties and guarantees and all other rights relating to the Posters.



      1.02 Excluded Assets. Notwithstanding anything listed on Schedule A, the

Posters shall not include the posters listed on Schedule B.



      1.03 Purchase Price. The purchase price for the Posters shall be One

Million Ten Thousand Dollars ($1,010,000) (the "Purchase Price").



      1.04 Payment of Purchase Price.



      A. Payment. At the Closing, Buyer will deliver to Seller 6,433,121

restricted shares of common stock of Buyer, at a value of $.157 per share (the

"Shares") (based on the five day average closing bid price of $.1846 less a

discount of 15%).



      B. Adjustment. On or around September 9, 2007, Buyer shall review the cash

received for the Posters listed on Schedule A sold by or on behalf of Buyer as

of that date, plus the remaining Posters owned by Buyer that remain unsold.

Based on that review, Buyer shall calculate the following: $1,060,500 (an amount

equal to the Purchase Price plus a 5% estimated cost per sale) less (i) the

amount equal to the cash that Buyer received for the sale of any of the Posters

during the two year period from September 8, 2005 through September 8, 2007 and

(ii) an amount equal to the value assigned to any unsold Posters, as set forth

in Schedule A, divided by one third. In the event that such formula exceeds $0

(the "Net Cost"), upon written demand by Buyer to Seller, Seller shall, within

ten (10) business days of receipt of such demand, return such number of Shares

(or the cash equivalent, at Seller's option) equal to the Net Cost, based on a

per share value equal to the five-day average closing bid price of the Company's

shares of common stock for the five days prior to September 9, 2007. In no event

shall Seller be obligated to return more Shares than Seller actually received

hereunder. During such two year period,





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Seller shall not transfer the Shares received hereunder in any manner without

the expressed written consent of Buyer. In the event that Seller determines to

return Shares in lieu of the cash equivalent for such Shares, Buyer may elect to

receive assignable options to purchase each such Share for a purchase price

equal to the par value for each such Share.



      1.05 Closing. The closing (the "Closing") of the transactions contemplated

hereby shall take place on September 9, 2005 (the "Closing Date"), at the

offices of Gould & Ettenberg, P.C., 370 Main Street, Worcester, Massachusetts,,

or on such other date and place as the parties may agree. At Closing, Seller

shall deliver a bill of sale for the Posters in such form as is attached in

Exhibit A, and such other instruments and documents, all in such form, as Buyer

may reasonably request.



      1.06 Delivery of Consideration.



      (a) Buyer shall issue and deliver to Seller the Shares immediately upon

Closing.



      (b) Seller acknowledges that the Shares are not registered under the 1933

Act or any state securities laws, and may not be offered for sale, sold,

assigned or transferred unless registered thereunder or Seller shall have

delivered to Buyer an opinion by counsel reasonably satisfactory to Buyer, in

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